Musicbox
by Perishible Items
Summary: After finding that the Axel in Castle Oblivion was a shadow of the living one, Sora finds that Axel had never worked for the Organization. Axel joins Sora, in hopes of finding someone else he is searching for. Shounen ai, maybe yaoi, AxelxSora, CoM fic.
1. Journey at Daybreak

**Musicbox**

Chapter 1 - Journey at Daybreak

Plot: After finding that the Axel in Castle Oblivion (if you haven't played Chain of Memories, there's no point in you reading this) was a shadow of the living Axel, Sora finds that Axel was never working for the Organization. Axel joins Sora on his journey, in hopes of finding someone he is searching for. Shounen ai, maybe yaoi, AxelxSora.

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Sora guessed that it had to be somewhere around midnight when he, Donald and Goofy left Castle Oblivion. He precious memories of his friends, once lost, had now returned. But he couldn't help but feel something nagging away at his heart, and it was a feeling of regret. He stopped in his tracks and looked back at the castle behind him, without Donald or Goofy noticing. What was it? He scratched his head, and it felt for a moment like he was back inside the castle losing his memories again, piece by piece. But a thought suddenly struck him.

'"Axel!" he accidently gasped out loud. His two friends looked back at Sora.

"Yeah, yeah," said Donald with a frown, "We got rid of him, and the rest of those guys from 'the Organization'. Namine's probably safe too, so let's get a move on." Donald motioned for Sora to hurry up, and with a reluctant nod he did.

The three walked on for almost an hour through the fields until Goofy spotted a small cluster of trees not too far off in the distance. "Seems like a good place to rest, dontcha' think?" he said with a grin and enthusiasm. Sora and Donald could only answer with yawns, and wondered how their friend could have so much energy this late at night.

As they approached, Sora was almost sure that he had spotted a color of red behind one of the trees, and stopped in his tracks to study it. He was sure that he saw it move to the side just a little. His eyes widened, and he wasn't sure if it was out of fear or surprise. He made out the figure of a human, and the red it's hair.

"G-guys?" Sora tried to whisper not too loudly at his friends who were quickly advancing on the 'resting place'. "Donald?" he whispered just a little louder. "Goofy?" He concluded that Donald was too tired to hear him and Goofy was, well...just stupid. 'I guess we might as well go and see who it is. If we're lucky, maybe they've spotted Riku or the King.'

Sora had finally caught up to his friends by the time they'd nearly reached the trees. Sora abruptly noticed that he knew this person; it was Axel. But hadn't he killed him in Castle Oblivion? Donald and Goofy gasped at the sight of him. He moved his head to the side with his arms already folded.

"I've been waiting," he stated dully, putting on his cool-guy act like he usually did.

"But-" Sora could hardly finished his sentence before Axel unfolded his arms and turned to face the trio. He wielded no weapons, so Sora felt no need to use his keyblade.

"The imitation of me at the castle that you deafeated? A mere shadow. It was no wonder you were able to defeat it." He eyes bore deeply into Soras. "You could never handle the real me."

"If you're going to try and stand in our way-"

Axel interrupted Sora again with an amused laugh. "Sora...like I've told you in a sense before, you and I are much more alike than you could possibly imagine. I'm not the bad guy you think I am. I was never a part of the Organization. You could say I was a double agent, hoping to expose the Organization for what it really was. And I would have told you if you wouldn't have suddenly attacked me the way you did."

Sora hoped that he was right. It was too late in the night to get into another fight, and he'd had a long day. "Then...who are you working for?"

"That would probably be revealing too much. For now, why don't you consider me as a friend? From what I see, we're on the same side."

"Then what do you want from us?"

"An alliance."

Sora thought for a few seconds. Axel didn't seem too bad of a guy, and he never really did, in a way. It wouldn't hurt to have another ally. Plus, it would give them a better chance of finding Riku and the King. Sora looked at his two friends, but they only gave him looks that this was his decision.

Before Sora could respond, Axel added, "And to travel with the three of you."

Sora arched an eyebrow. Now this was begining to get out of hand. He was sure that Axel had to be up to something. "Why?" Sora questioned blankly, not sure of what else to say.

"There's someone I'm searching for also. And like you, the person I'm searching for means very much to me. If I travel with the three of you guys, I have a better chance of rescuing this person. Without you...well, with what I'll need to eventually be going up against, I don't stand much of a chance."

Sora felt something sincere about Axel's revealation. He had hardly given a moment's notice before Axel suddenly shouted "Sora!" and flung the boy to the side. Sora looked up and barely saw in a quick flash Axel summoning his twin disks and slicing a medium sized Darkball Heartless in two; which would have otherwise dealt a lot of damage to Sora.

Axel stood straight up calmy and his twin disks vanished. "So what do you say?"

Sora nodded with as much of an assuring smile as he could, despite the sudden event.

"Then it's settled." Axel stated with a cheerful smile. "We leave at daybreak tomorrow."

"Wak, that's Sora's line," Donald glared. He wanted to let the red-haired man know that he wasn't ready to trust him. On the other hand, Goofy seemed just fine with Sora's decision, and gave Axel a smile and a guffaw before moving to the trees and settling down followed with Donald.

Axel looked down at Sora who was still in the same position that he had been thrown in. Sora looked slightly startled when realizing that Axel was staring at him. He was at a lose for words until Axel spoke up, smiling, "If that's alright with you."

"Oh...yep! Daybreak is good."

"Alright then." Axel made his toward Sora and settled close enough to him that they were touching. The younger boy wasn't exactly sure to have someone who was almost a stranger this close this early in their journey. 'At least I won't be that cold,' Sora thought on the bright side to himself. He felt himself relaxing into Axel's folds of his black coat, which was unusually warm, and fell into a deep sleep.

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That's the first chapter.:3 I hope you liked it. Please review if you did. Or maybe review even if you didn't. And if you do review, I'll give you a moogle. XD


	2. Memories

**Musicbox**

Chapter 2 - Memories

Disclaimer: I don't own Kingdom Hearts. :D

Thankyou for the nice reviews. -gives Moogles to reviewers- There's the Moogles I promised. I hope you like this chapter. :3

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Sora shifted in his sleep a little with a yawn before waking up. He was taken back to see Axel's coat wrapped around him tightly, and looked around for an explanation. Goofy, Donald, and Axel were crowded around what looked like breakfast - some sort of mixture of various pastrys. He groggily approached them at glanced at Axel with a questioning look.

"Oh!" Axel grinned, "You were shivering. Freezing, actually. This place seems to change in temperature completely overnight." Sora suddenly sensed the oncoming warmth of the day ahead, and yawned groggily in response.

Sora rubbed his eyes and sat down to eat whatever was left of breakfast, careful not to sit too close to Axel. Axel took Sora's action as a sign of mistrust and his heart sank slightly. He wanted the trust of the boy, which might prove to be a little more difficult than he thought. Within minutes, Sora and the others had finished their breakfast and the four were on the road again. Sora and Axel walked side by side with Donald behind, followed closely by Goofy.

"Sora," Axel raised his eyebrows, "Do you know where we're going?"

"Er..." Sora stopped in his tracks. Where _were _they going? "Well, no, not really." Sora was answered by a scoff from Axel. "Well do you have any good ideas?" retorted Sora.

"Actually yes," Axel found this to be the perfect time to begin gaining Sora's trust, and even show off a little. He reached into his pocket and revealed an ordinary looking crumbled map. Only this map showed their location, direction, and the area from miles around.

"How's that there map know where we are?" asked Goofy looking over Axel's shoulder.

"Um..." Axel wasn't quite sure himself. "This is the nearest destination." The man pointed to an area on the map marked 'Twilight Town'.

"Hey - haven't we already been there?" Sora noted.

"That's right!" Goofy said, "In Castle Oblivion. They had a Twilight Town there. Only that one wasn't really the real one."

"Seems fishy." Donald frowned.

Axel glared at Donald for just the slightest second. "Tch." The duck could get in the way of him being closer to Sora.

"Well, let's get going," Sora said eagerly, ignoring Donald's remark. Sora felt better about continuing their journey with a map than wandering around aimlessly without one. Axel smiled at this. "If we're lucky, maybe someone there has seen Riku or the King. The more places we visit, the better of a chance we have of finding them."

"Sure..." Donald agreed slowly, but continued to make suspicious glowers at Axel every now and then throughout the following hours that passed.

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It was sunset by the time they had reached Twilight Town; or would have been if the sun wasn't always setting there. A towering clocktower loomed like a mountain before Sora, Donald, Goofy, and Axel and rang out like it did every hour. It was 6:00. Sora heard his stomach growling and wished they'd been able to rest for food sometime between breakfast time and dinner. He had been worn out from fighting the Heartless throughout the entire day, and only wanted to eat an enormous dinner and sleep for hours.

The inside of Twilight Town was identical to the one in Castle Oblivion. Donald, Goofy and Sora were glad, considering they knew where the nearest hotel and restraunts were. They walked down the streets without a word, in awe of the bustling town, it's streets were lined with hundreds, possibly thousands, of people.

"Gawrsh, it sure is crowded," Goofy said with a shudder.

"That's weird." said Sora. "You don't see any Heartless around here, do you? I mean, this place wouldn't be so crowded if there were Heartless. And we've never been here, so the keyhole of this town couldn't be sealed."

"You'd be right about that," nodded Axel, "But this town uses machina."

"Machina?" asked Sora, Donald and Goofy at once.

"Machina. 'The machines of God'. Machina is a mechanical energy created by man. An example, I guess you could say, would be...remember that electrically charged elevator in Castle Oblivion on the Hollow Bastion floor?" The three nodded. "That's one machina. There's probably thousands though, maybe millions. Who knows."

"That still doesn't explain why there aren't any Heartless," Donald folded his arms with a look of anger.

"I'm getting to that," Axel said irritably, "Machina can also block out different kinds of magic, all magic, or even Heartless, from coming within force fields. It took a while, but now the new anti-Heartless forcefield works, which this town is protected by."

"You sure do seem to know a lot about this place," said Sora.

"I should. This is my hometown."

"Oh, wow. I didn't know that." Sora scratched his head. "So are we going to see anyone you know?"

"No. I left here to travel when I was only 11. I can't really remember anyone I knew when I was that young."

Sora was quiet. He thought it could've been lonely to travel alone, until Axel continued.

"I traveled with my two best friends. We'd been wanting to leave this town for years. Nothing ever changed. Everything was always the same, and the three of us didn't want to live ordinary lives like everyone else. And before we could change our lives, we just left. We didn't tell anyone, because we knew no one would approve. So I guess that it was sort of running away. But I spent the best years of my life with them." Axel sounded reminiscent now and not like himself at all.

Before he could hold back the question, Sora asked, "What happened to them?"

Axel stopped in his tracks and so did the other three. "The girl...she died. We didn't know it at the time, we were so young, but she had heart failure. She had a heart attack or something like that, not long after we ran away and had our adventure. And the boy, my best friend...he lost his heart to the heartless when the worlds started vanishing."

"I'm sorry!" Sora uttered.

"It's alright." Axel smiled and simply waved his hand. "I've been wanting to get this out for a while. And I'm glad it was to you." Axel looked at Sora with a sudden determined grin. "But - I've made a promise to my best friend. I've sworn to return his heart to him somehow, and whether it's for good, or just temporary, I've promised to tell him something I've been meaning to for three years now."

"I hope you find him."

"I will."

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Sora had been standing on the porch of his and Axel's hotel room, Donald and Goofy's just on the other side of them. He didn't particularly like this crowded town. The city was always glowing with the setting sun and made it impossible to see the night time stars, unlike his home island. He heard the glass door slide behind him and then close. Axel stood beside him, leaning forward with his hands on the railing.

"So..." Axel droned. He was looking at the sky.

"What?" Sora looked at Axel, still leaning onto the railing.

"How will we get rid of the overly brash duck?" he began grinning.

"Wha-?!"

"Turn him into roast duck for dinner or death by Chocobo?"

"You're kidding!" Sora took a step back.

"Of course I am," Axel smiled at him. "Don't you trust me?" The answer was important to Axel.

"N...I don't know." Sora turned around to leave. He didn't feel like talking to the enigmatic man right now.

Axel frowned. '_There has to be some way..._' His eyes suddenly lit up. Axel decided that he would use a more assertive method to gaining Sora's friendship, and instead took held of Sora's wrist tightly, spun him around and forced him into a fixed kiss. Sora made several attempts to push himself away from the older man, but Axel held onto his wrist and lower back with no intention of letting him go while plunging his tongue deep into Sora's mouth, caressing his tongue with Sora's own. "S...Sto-" Sora was cut off by the ever increasing force Axel was putting on his mouth, and until it felt sore he let the younger boy go.

Sora refused to look at Axel, and instead fled into the hotel room, slamming and locking the door behind him.

'_Did I just do something wrong?_' Axel pondered to himself, clearly not very affected by his actions. He tried looking into the hotel room, which was mostly dark with no sign of Sora. '_I mean, it worked for Cloud and Leon. Well, whatever the case, I guess I'll have to spend the night out here_." Axel sat down curled up into a ball and tried to lean as comfortably on the railing as possible. He thought that obviously he wouldn't get any sleep that night on the cold ground of the patio, with only the sounds of the crowds of people below to keep him company.

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There's the second chapter. :3 Thanks again for the reviews. Anyone who does review for this chapter, will automatically win a Chocobo and a lifetime supply of Pocky. Not to mention a Tetsuya Nomura plushie, because he is my idol, God, and fiancee.


	3. Loveless

**Musicbox**

Chapter 3 - Loveless

Disclaimer: I don't own Kingdom Hearts or any Disney characters. :3

Thankyou for all the reviews again! Without them, I don't think I'd be continuing this story. :3 -gives Chocobos, pocky, and Nomura-kun plushies to reviewers- This chapter is a little longer than the others, I think. At least word-wise. Enjoy.

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Sora had left his room earlier that morning and went to the downstairs lobby of the hotel to catch up with Donald and Goofy. He found Donald first, who had been waiting impatiently with his arms crossed, tapping one foot on the floor, and Goofy trying to stash as many food items into his pockets as he could before they left. Sora approached Donald to make his presence known.

"So where is he?" Donald glowered.

"Oh, Axel?" Sora said, knowing full well where Axel was, "He probably slept in."

"Good ridance."

Sora made his way into the short line of people who were serving themselves breakfast and was followed by Donald. Sora accidently shuddered at the sudden thought of the previous night. '_What in the heck was Axel thinking_?' Sora thought. '_I mean - Riiight...like kissing me is going to make me like or trust him or whatever it is he wanted._' Sora felt his heart pound unwillingly before Donald poked him to bring him back to his senses. "Sorry!"

After breakfast, and restocking supplies at a store on one side of the town, the three made their way all the way back to the other end to leave.

"So, where's that there Axel guy?" Goofy asked. "Ain't he supposed to be comin' with us?"

"Err..." Sora was at a loss for words. He knew offhand he wouldn't tell them the _reason_ they were leaving Axel behind. Just that they were leaving Axel behind. "He, I think, I guess we'll be going without him."

Goofy gave Sora a blank but questioning look, and Sora didn't notice Donald's smirk. Sora noted that they were walking under the hotel they stayed at. He looked up at the patios for a sign of Axel, but couldn't see him. His heart sank, but he didn't sense it, and he rested his gaze back onto the other end of town.

Meanwhile, Axel peered out from the porch of the uppermost hotel room. The first thing he spotted were Sora and the others. "Damn, am I lucky. All I have to do now is call for Sora's help and.........wait - can't I fly? That's right, I can fly." Axel was stunned at the discovery of his ability he'd had for years. He stood on the railing with the soft breeze cradeling his hair. Sora, Donald and Goofy were quickly approaching and he had decided to land directly in front of the three for a dramatic entrance. He always loved showing off whenever possible. At the right moment, he finally threw himself off the patio before realizing something very crucial. "Hold on! I don't fly - I floa-" His voice was cut off by the blood curdling crash landing off his body hitting the hard cement only several feet in front of Sora, and Axel immediately saw stars.

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The hospital room was dimly lit and had the faint scent of antiseptics made Axel feel worse than he already was. His head felt like it was spliting open, and as he looked down slightly, he saw his arm was mangled beyond use. He unplugged an IV tube from his right arm with his not-so-damaged arm, shuddering at the thought of a needle being stuck inside of him. There was a sudden movement to the right that alarmed him. He looked as far left as his aching head would allow, and found a sleeping Sora resting in a seat in the far back corner of the room. Axel was glad that the boy had a change of heart, but decided to avoid waking him up until boredom got the best of him.

He cleared his throat and called out Sora's name in a voice that was surprisingly uneffected by the fall. Sora gradually opened his eyes and stretched his arms with a yawn.

"Ah...Axel?" he questioned. "Oh, that's right!" Sora walked over to the older man at his own pace and held up four fingers. "How many fingers am I holding up?"

"I fell down, I didn't turn stupid."

"Well...do remember anything? Do you remember me?"

"Of course. How could I not?" The last part slipped out of Axel's mouth accidently.

"I...well that's good. You're in pretty bad condition. I don't think you'll be out here anytime soon, or so says the nurse. And, well, Donald, Goofy and me are going..."

"To leave without me?"

Sora inwardly screamed at himself, pounded himself in the head. He didn't actually _want _Axel to go. In fact, he'd much rather stay longer and take care of him until he was feeling better. He just started understanding why Axel had said the two of them were alike. And another resisting force told him that Axel was almost an enemy. _Almost_, but that could have just been from Donald's influence. "I...I guess so. I mean, we really need to hurry. You probably won't recover for months."

"You know, it was mostly your fault."

"Mine?! If you hadn't kissed me-" Sora stopped.

There was silence for a few moments before Axel spoke up. "Don't tell me you didn't like it." he said with a malevolent smirk.

"I-! My point is it wasn't my fault that you fell down eight stories, practically breaking your head open and killing yourself in front of hundreds of people."

"Ooh. So you did like it then." Axel was obviously bringing this up on purpose, in Sora's opinion to annoy him. Axel had actually just found a weakness and the new hobby of teasing Sora; giving Axel a whole new perspective on interacting him. That is, if he recovered from this hospital in time enough to follow Sora and the others on their journey - which he planned on doing.

"I was going to stay here and take care of you for maybe a day or two(one thing that Sora hadn't consulted Donald or Goofy about), but if you're going to try and be a sarcastic jerk, then forget it."

"I wasn't being sarcastic. I was giving you my honest opinion," Axel answered innocently.

"Well.........don't." Sora said, unable to think of anything else.

"So does that mean you're leaving me all alone now?" Axel asked, doing a bad attempt at sounding helpless.

Sora made his way to the door and opened it. "I'll be back tonight with dinner." He hurriedly walked out and closed the door, leaving Axel alone in the silent room.

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Sora, Donald, and Goofy had been walking around the streets of the city with no valid destination when Donald asked, "So? Are we leaving now or aren't we?"

"Er..." Sora mumbled, "I told Axel that we'd be taking care of him for a day or so. At least until he feels just a little better."

"What?! I thought you didn't even like him. I sure don't."

"I know you don't. But I think he's actually starting to grow on me. I didn't like you at first, but I got used to you eventually. You know how that works out."

"Got used to me?"

With that, Donald and Sora argued for what seemed like hours as they passed by an assortment of clothing stores, restraunts, and other shops until finally a small little store on the corner caught Sora's eye. It was called 'Loveless' and looked to be like some sort of flower shop. He crossed the street with the other two and entered it, in a way. There was no door, ceiling or walls; it was completely open and looked like a piece of art for the city with rows and bouquets of flowers. A tall woman greeted them, brushing her long dark brown hair behind her shoulder. Sora was slightly startled by the color of her eyes; they were red like blood, but still gave her a strange and different compelling beauty.

"Hi there," she said in almost a laugh, "I haven't seen you here before. Can I help you?"

"Oh, we were just..." Sora's eyes wandered to an enormous bouquet in the far back. It was made of soft pink lily-looking flowers that blended in with their long, light green leaves. In the arrangement were several star-shaped fruits and if Sora wasn't mistaken, he swore they were paopus. He pointed them out. Sora asked, "Where did you find those star-shaped fruits?"

"Oh these?" she smiled gently, "These are very rare. Actually, I found them scattered throughout the fields just outside the town. They're so strange. I've never seen anything like them before. I think they appeared not too long after the stars began fading. Objects from other worlds will appear here sometimes. I imagine they do the same in other parts of other worlds too. They're always very rare and beautiful, so they're sold for a lot of munny." Sora felt the dread of how much they would cost, and decided against buying it. "Why do you ask?"

"These fruits are from my island. Before my world disapeared. They mean a whole lot to me."

The woman gave him a severe look for a minute before walking up to the bouquet, taking it off of it's shelf, returning, and shoving into the boy's hands.

"Er...what is it?"

"They're for you."

"Ah..."

"Free. Take them."

"Oh, wow, really?" Sora was a little surprised at her generous offer.

"They're important to you and you lost them, didn't you? I know how that is."

Sora took the offered gift. "Thankyou." He gave her a sincere smile and left with his two friends.

Once the three were out of sight Goofy timidly asked, "So..how much did those there flowers actually cost?" Sora was curious too and looked at the label. It read: 'Not For Sale'.

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There's Chapter Three. I'm sorry for taking so long to update, but I made this chapter a little bit longer. I think Tifa is probably out of character a lot, but I haven't really played Final Fantasy VII except for the very begining a while ago. I'm sorry it didn't really seem like anything progressed much in this chapter, but some of the things will play a part in most of the rest of the story. Actually, most of the story I haven't planned out except the end (which will be very surprising :D), since I just started deciding to write an Axel/Sora fanfic as soon as I started writing it. Well, I'll also try updating sooner. Byebye, and please review if you get the chance. :3


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